Bios Clinical Opportunity Fund, LP - Aug 12, 2024 Form 3 Insider Report for ACTUATE THERAPEUTICS, INC. (ACTU)

Role
10%+ Owner
Signature
Bios Clinical Opportunity Fund, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
Stock symbol
ACTU
Transactions as of
Aug 12, 2024
Transactions value $
$0
Form type
3
Date filed
8/12/2024, 06:30 PM
Previous filing
Dec 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ACTU Common Stock 84.9K Aug 12, 2024 Directly held by BP Directors, LP F1, F2, F3
holding ACTU Common Stock 61K Aug 12, 2024 Direct
holding ACTU Common Stock 8.06K Aug 12, 2024 Directly held by KF Legacy Trust U/A/D December 7, 2016 F4
holding ACTU Common Stock 8.06K Aug 12, 2024 Directly held by MF Legacy Trust U/A/D December 7, 2016 F4
holding ACTU Common Stock 69.4K Aug 12, 2024 Directly held by Circle K Invesco, LP F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ACTU Convertible Note Aug 12, 2024 Common Stock Directly held by Bios Clinical Opportunity Fund, LP F1, F2, F3, F6
holding ACTU Series A Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 526K Directly held by Bios Fund I, LP F1, F2, F3, F7
holding ACTU Series A Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 308K Directly held by Bios Fund I QP, LP F1, F2, F3, F7
holding ACTU Series B-1 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 141K Directly held by Bios Fund II, LP F1, F2, F3, F8
holding ACTU Series B-1 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 462K Directly held by Bios Fund II QP, LP F1, F2, F3, F8
holding ACTU Series B-1 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 61.9K Directly held by Bios Fund II NT, LP F1, F2, F3, F8
holding ACTU Series B-1 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 154K Directly held by Bios Actuate Co-Invest I, LP F1, F2, F3, F8
holding ACTU Series B-2 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 54K Directly held by Bios Fund II, LP F1, F2, F3, F9
holding ACTU Series B-2 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 176K Directly held by Bios Fund II QP, LP F1, F2, F3, F9
holding ACTU Series B-2 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 23.6K Directly held by Bios Fund II NT, LP F1, F2, F3, F9
holding ACTU Series B-2 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 147K Directly held by Bios Actuate Co-Invest I, LP F1, F2, F3, F9
holding ACTU Series B-3 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 102K Directly held by Bios Fund II, LP F1, F2, F3, F10
holding ACTU Series B-3 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 333K Directly held by Bios Fund II QP, LP F1, F2, F3, F10
holding ACTU Series B-3 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 44.6K Directly held by Bios Fund II NT, LP F1, F2, F3, F10
holding ACTU Series B-4 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 310K Directly held by Bios Fund III, LP F1, F2, F3, F11
holding ACTU Series B-4 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 2.02M Directly held by Bios Fund III QP, LP F1, F2, F3, F11
holding ACTU Series B-4 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 327K Directly held by Bios Fund III NT, LP F1, F2, F3, F11
holding ACTU Series B-4 Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 2.09M Directly held by Bios Actuate Co-Invest II, LP F1, F2, F3, F11
holding ACTU Series C Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 74.2K Directly held by Bios Fund III, LP F1, F2, F3, F12
holding ACTU Series C Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 485K Directly held by Bios Fund III QP, LP F1, F2, F3, F12
holding ACTU Series C Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 78.3K Directly held by Bios Fund III NT, LP F1, F2, F3, F12
holding ACTU Series C Redeemable Convertible Preferred Stock Aug 12, 2024 Common Stock 573K Directly held by Bios Actuate Co-Invest III, LP F1, F2, F3, F12
holding ACTU Series B Warrant (Right to Buy) Aug 12, 2024 Common Stock 8.07K $5.27 Directly held by Bios Fund II, LP F1, F2, F3, F13
holding ACTU Series B Warrants (Right to Buy) Aug 12, 2024 Common Stock 26.4K $5.27 Directly held by Bios Fund II QP, LP F1, F2, F3, F13
holding ACTU Series B Warrants (Right to Buy) Aug 12, 2024 Common Stock 3.53K $5.27 Directly held by Bios Fund II NT, LP F1, F2, F3, F13
holding ACTU Series B Warrant (Right to Buy) Aug 12, 2024 Common Stock 8.07K $10.54 Directly held by Bios Fund II, LP F1, F2, F3, F13
holding ACTU Series B Warrants (Right to Buy) Aug 12, 2024 Common Stock 26.4K $10.54 Directly held by Bios Fund II QP, LP F1, F2, F3, F13
holding ACTU Series B Warrants (Right to Buy) Aug 12, 2024 Common Stock 3.53K $10.54 Directly held by Bios Fund II NT, LP F1, F2, F3, F13
holding ACTU Stock Options Aug 12, 2024 Common Stock 31.9K $2.14 Directly held by BP Directors, LP F1, F2, F3, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III").
F2 Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF"). Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP.
F3 The shares owned by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II, Bios Actuate Co-Invest III and Bios COF (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively.
F4 Shares are held in a trust, which has an independent trustee, for the benefit of Mr. Fletcher's children. Mr. Fletcher disclaims beneficial ownership of such shares other than to the extent he may have a pecuniary interest therein.
F5 Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control.
F6 Reflects a convertible note that is convertible into shares of common stock of the Issuer. The convertible note has a maturity date of July 31, 2024. The principal amount of the convertible note together with accrued interest will be automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the initial offering price multiplied by 0.8.
F7 Each share of Series A Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock has no expiration date.
F8 Each share of Series B-1 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-1 Convertible Preferred Stock has no expiration date.
F9 Each share of Series B-2 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-2 Convertible Preferred Stock has no expiration date.
F10 Each share of Series B-3 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-3 Convertible Preferred Stock has no expiration date.
F11 Each share of Series B-4 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-4 Convertible Preferred Stock has no expiration date.
F12 Each share of Series C Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series C Convertible Preferred Stock has no expiration date.
F13 The warrants are exercisable until the earliest to occur of (i) September 7, 2028, (ii) the consummation of a change in control of the Issuer and (iii) two years after the first closing of the Issuer's IPO. Upon the closing of the Issuer's IPO, each warrant shall automatically be exercised on a cashless basis if the exercise price is less than the initial public offering price.
F14 The options are fully vested.

Remarks:

This Form 3 is the third of three Forms 3 filed relating to the same event. The Form 3 has been split into three filings because there are more than 20 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. The first Form 3 was filed by Leslie W. Kreis as the designated filer. The second Form 3 was filed by Aaron G.L. Fletcher as the designated filer. Exhibit 24 - Power of Attorney